In the Name of Sanity
by Maya'il
Summary: River ventures to Equestria to bring the Doctor back to his universe.
1. Prologue: Spoilers

"Now I'm not telling you anything…" muttered the man in the purple jacket, nervously straightening his tie. He glanced around the empty restaurant.

"Spoil-" started the curly-haired woman, but the man raised his finger to her lips. She smiled under the pressure. He dropped his hand and smiled back, but it didn't reach his eyes, those ancient eyes that she had known her whole life. Sure, they had changed, and she never knew what he was going to look like, but those eyes almost always seemed to the stay the same. This was a new face they were staring out of, the first time she had seen this body. The last time she had seen him he had floppy hair and an absurd chin. That was the man she had fallen in love with. But she had changed herself, so she wasn't one to judge. And she was enjoying this body, felt more at home in it than any of her previous ones. Melody Pond was finally starting to be River Song.

River returned her attention to the Doctor, who was in the middle of a long-winded speech about paradoxes and "just plain cheating." She rolled her eyes at him, and he caught the signal. She understood all of that nonsense; he had brought her up specifically so she would. One hundred years throughout time with that man had made even his more eccentric ideas make sense.

"Right. I like to ramble… that kind of man." He muttered, pulling his hands through his short hair. River understood. Regeneration was a sketchy business. You never knew who you were going to be; both physically and mentally. She was still in the process of figuring herself out.

"Anyway, you said this is the first time you've met me in this form," He took a moment to survey her in her black satin dress, and a smile touched his lips and his eyes. She knew what he was thinking. Even though he had changed, his attraction to her had not wavered.

"Yes I did, sweetie," she answered, giving him an once-over as well. The purple jacket was a bit much, but the penchant for bowties and strange hats seemed to have disappeared. Hopefully.

"Yes, that too…" he grinned, catching her glance. "Do you like it?" He asked, raising his arms to allow her to look. A plain black shirt underneath that jacket with a lighter purple tie, and black slacks… He looked almost normal. River wasn't sure if that was good or bad.

"I haven't decided yet." She laughed. He pouted at her jokingly, and she leaned in for a kiss. Instead, he pressed his forehead against hers, something he had never done. He stared into her eyes, and once again she marveled in how little they had changed. A smile reached into them, and they lit up the way she loved them to. She returned the expression. Somehow this was as intimate as a kiss.

"Anyway!" He shouted as she sat back in her chair, returning her attention to the chocolate masterpiece in front of her. "Easily distracted. That's two fatal flaws in a few minutes. You bring out the worst in me, River Song." She smiled at him, mouth full of cake. "To business. You need to find me and bring me home."

To most people, this wouldn't make sense, but River completely understood him. A past or future incarnation had been taken to a different universe, and the Doctor needed River had to bring him back to this reality. She simply nodded, still enjoying her cake.

"And like I said, I'm not giving anything away. But it's… it's an unusual place." He looked at her, and she raised an eyebrow. She had had unusual. It couldn't be any worse than when he took her to the planet Barcelona, with the no-nosed dogs. Actually, that wasn't too bad, it was his constant running about while they were there asking why their dogs smell so bad if they have no noses. She had to forcibly drag him off of the planet.

"Very unusual," he muttered, looking at his hands and flexing the fingers, as though he had forgotten about them. River shrugged that off. It was probably not that bad.

After a moment of examining his digits, the Doctor clapped his hands together and said "Right! So you're going to need this, this, annnnddd this." He pulled items out from under the table: an inter-dimensional transport gun, a small perception filter device, and a mirror. She didn't even question this last object; figuring it was part of some crazy scheme. She picked it up gingerly and looked at herself in it. When she lowered it, she saw the Doctor watching at her, smiling slightly.

"What?"

He shook his head, still keeping his eyes on her. "This is how I saw you the first time I met you." River's face dropped. That was what she was afraid of: meeting the Doctor and he not knowing her at all. That would be the thing to kill her.

He noticed her sudden change. "What?" He asked, up on his feet and moving towards her. Before he could get to her and wrap his arms around her, she raised her hand and looked at him.

"Spoliers, sweetie." She whispered. The Doctor moved back, and scrunched up his face as if in pain. River shook her head, curls bouncing. "It's no matter. It's a while off, I'm sure." She made herself smile, and though unconvincing, it seemed to ease the Doctor's mind a little. He sat back down.

"Right then…" he started awkwardly, still unsure if the woman across from him was composed. River smiled at him a bit more brightly, and he couldn't help but return it. "That's really all I can tell you about your mission. Just… go and get me. You'll know me when you see me." The Doctor shrugged. "I hope you like apples." He said nonchalantly, causing River to give him another skeptical look.

He smiled. "Spoilers."


	2. Impossible Regeneration

_Inter-dimensional Transport Guns are not toys. Do not allow children near your ITG._

_The Arcanic Corporation is not liable for any injuries acquired when using the ITG. This includes injury to self, others, and the fabric of space and time._

_Do not use the ITG to change important historical events._

_If you become trapped in another dimension please call…_

River chuckled to herself as she read the directions printed on the barrel. The Doctor had made heavy modifications to the gun, but left the warnings intact, probably just so River could get a laugh.

It was strange. Most people would be panicking, having what was pretty much the fate of the universe thrust into their hands. But Doctor River Song had no such qualms. She was at ease as she strode out of the TARDIS, following the directions the Doctor had given her in the simulated restaurant he had provided.

"…_and down this street until you reach a chain-link fence."_

"_Chain link fence, right," she had mumbled through a mouth full of cake. _

"_And the gun is simple. Just point and click. Point at the fence, click the trigger, trot through the portal."_

_River gave her lover a disapproving look. "You act like I've never used a transport gun before."_

Looking up from the gun, River was surprised to find the chain-link fence right in front of her. She smiled and raised the weapon. Before she squeezed the trigger, she took a deep breath in… and stopped, nose wrinkled. There was a foul smell in the air. River lowered the gun and looked around. There were no animals, but she could've sworn she had smelled manure… More precisely, horse manure. She looked up, afraid she was standing in front of a glue factory or something equally as inhumane, but there was nothing.

With a shrug, she ignored the smell, raised the gun and fired. A hole seemed to form in the fence, and through it, River caught images of blue skies and green meadows.

"Must be a nice place," she breathed to herself. But she knew better than to think that. If the Doctor needed rescuing from that place, then it couldn't be that great. Taking one more steadying breath (still tainted with that odd smell), River stepped into the portal.

Years of travel through the time vortex and other dimensions had prepared River for the rush that greeted her, but it was still strong. Too strong. She knew she couldn't control it; all she could do was try and not panic. River felt her body being painlessly pulled apart and reassembled multiple times. Finally, her molecules seemed to find a configuration they liked, and she was unceremoniously dumped onto the hard ground.

She landed on all fours, which seemed to be natural in this body. Her eyes widened considerably. She knew she hadn't regenerated, that was impossible. Something in this dimension had forced a change. She glanced down at her front legs, and was surprised with what she saw. Hooves.

River suddenly had a terrible idea of where the manure smell had come from.

"Oh no." She looked down on the ground and found her rucksack laying open there. With her front legs she tried to rummage through it, but she couldn't keep her balance that way. Something inside broke with a crack, and a piece of reflective glass bounded out of the bag. It landed face up, in a way that River could see her face.

"What in the name of sanity…" she mumbled, staring at what she hoped was just an illusion.

Whether it was the stress of the trip or the energy it had cost to change form, River was too tired to even comprehend everything. Something inside her brain decided that she couldn't deal with this, and began pushing her into unconsciousness. She stumbled and fell to the ground. Her eyes closed slowly, but not before she saw two shadowy figures running… no, galloping towards her. At this point she didn't even care if they were coming to help or murder her.

_I 'm going to kill him again,_ was the last thing she managed to think before the darkness overtook her.


	3. Ponies

As soon as River felt herself returning to consciousness, she forced herself to feign sleep. She had no clue where she was or who she was with, so she figured a little reconnaissance was in order. A couple of rough run-ins and captures had taught her some important lessons.

"I've never seen her before at all…" said a tiny voice on her right, accompanied by a rustle of some soft-sounding fabric.

An excited voice sounded on her other side: "I know! We should have a—"

"Pinkie, really? Can't that wait until she wakes up?" This voice sounded reasonable, _possibly the leader?_ River made a note to herself that this woman was the one to bargain with.

"Well she is awake! Aren't you, River?"

River filled with dread as she fluttered her eyes, faking grogginess. She moaned for effect and rolled over slightly, actually delaying the fateful moment that she would have to open her eyes and come face to face with what she hoped was just a terrible hallucination.

_No such luck, _she thought as she was met with the sight of… horses? That wasn't an apt description for her captors. There were four of them, in an odd array of colors. They had tattoos on their flanks. Their snouts were too short for horses, and their eyes sparkled with too much intelligence. One of them, yellow with a pink mane, had wings. They were definitely nothing River had ever seen.

"Good mornin' sleepyhead," said the orange one in a feminine twang. Its… her blonde mane was pulled back and River caught herself wondering for a moment how hoofed creatures managed to do such things.

_Alright, time to do this. I'm in a strange universe, surrounded by humanoid ponies. What can go wrong?_

"Wh-where am I?" River affected a weak tone, but her confusion was legitimate.

The purple one stepped forward with a smile (how could horses smile?). "You're in my house. Well, my library. I'm Twilight Sparkle." River let more confusion show on her face. "We're in Ponyville."

_Oh lord in heaven, it's called Ponyville. And this… girl is Twilight Sparkle. _The Doctor probably got a laugh out of this, but River could scarcely believe her ears. She began to open her mouth to ask for more details, but she was cut off by the pink pony.

"And you're River, aren't you? I'm Pinkie Pie, and I'm so so so soooo happy to meet you! I know we're going to get along great, and I can't wait to throw you a super duper spectacular party!"

"How do you know my name?" River interjected before the excited pony could continue.

"Well, I just kind of guessed after I saw your cutie mark!" Pinkie thrust a hoof towards River's hind legs. "And I'm really good at guessing games. You must really like music, too!"

River slowly turned her head towards her rear, eyes widening when she saw the "cutie mark" Pinkie mentioned. A river was seemingly tattooed on her flank, but instead of water, there were blue music notes. TARDIS blue. Suddenly, River remembered why she was here.

"I need the Doctor."

Twilight shook her head. "You'll be okay. I know a lot about pony anatomy, and Fluttershy is a great nurse." She gestured towards the yellow Pegasus, who seemed to try and blend in with the bookshelves behind her. "You don't need a doctor."

"No, no." River shook her head, and shakily stood up. "I need THE Doctor." All the other ponies looked at her like she was crazy.

"Doctor who, sugarcube?" asked the orange pony.

Pinkie Pie started to laugh, and everyone's eyes landed on her. "Oh, sorry, you just reminded me of the colt who just moved into town. Everyone calls him Doc, but his full name is Doctor Whooves."

River's heart skipped a beat. It sounded just like the Doctor; adopting a local name to avoid suspicion.

"Can you take me to him?"


	4. A Near Miss

Apparently taking River to the Doctor required more than one pony. Instead of just Pinkie Pie accompanying her, River was surrounded by the four of them. Twilight Sparkle watched River like she was going to fall over any moment, but the others treated her as though she'd been with them forever.

"I don't know much about Doc, other than that he's been staying with Ditzy Doo ever since he got to Ponyville," said Pinkie, bouncing ahead of the group. River felt a surge of jealousy, but composed herself.

"Who's Ditzy?" she asked, keeping her voice neutral.

"One of the delivery pegasi around here," Applejack offered, "though not many ponies trust her with their fragile stuff…" She trailed off, sounding as though she almost said something offensive.

"She's a super duper sweetheart, though, and so naturally she offered Doc a place to stay!"

"Naturally," River muttered. It was rare that the Doctor would stay with someone, as he generally tried to remain in the TARDIS. It was safer for him to not attract too much attention, and he said it was so he didn't trust the wrong people. She knew it was so he didn't get attached. River realized that Twilight was watching her closely again and forced a carefree smile.

"Oh! Here we are!" shouted Pinkie Pie. They were outside a blue and green house, and River wondered again why some things here were clearly not created for ponies. Pinkie knocked her hoof wildly on the door, yelling for Ditzy to come out. There was no answer.

"She might be working," muttered Fluttershy, and River was surprised to hear her speak. She was starting to think the pony might be mute.

Twilight put her hoof in front of her mouth, an obvious thinking habit. "Maybe so. But shouldn't the Doc be there?" She knocked loudly on the door, still with no answer. "I guess we can try again later…"

"Oh! I know! Let's go to Sugar Cube Corner!" Pinkie chimed in, "I know you'll just love it, River." She stuck her face right in front of River and smiled so widely that River could hardly refuse.

"Alright," said River, trying to hide her disappointment.

As the other ponies started to walk away, she remained behind for a moment, staring at the door. Maybe she could will it to open, and the Doctor would be standing there… and then what? There was obviously something wrong with the TARDIS, or he'd be in there already. Plus there was all this pony nonsense. If River was changed, than the Doctor probably was as well. And she didn't know how well she could handle that. Regenerations were one thing, but completely changing into a different creature? That was almost too much.

With one final glance over her shoulder, River followed after the ponies. Not even five seconds after she left, an unmistakable sound came from within Ditzy Doo's house, and the sound of two sets of hooves sounded on the floor.


	5. Sweets

Sugar Cube Corner was just as disgustingly pink and cutesy as River feared. She wondered who these ponies thought they were trying to impress with their absurdly cheerful décor. Squinting slightly at the bright colors, River cantered back through the store with her companions. Behind the counter stood a mare, and the only word River could think of to describe her was "matronly."

"Howdy Mrs. Cake," said Applejack, "this here is our new friend River, so I think we oughta give her the Sugar Cube Corner special." She winked at the older pony, who nodded excitedly and dashed through the bakery doors. Pinkie Pie bounded after her, leaving the shop unmanned.

River was led to a table and forced to try and converse with her newfound companions. They all wanted to know where she was from, what it was like there, and why she was in Ponyville. River decided making up a story would go over better than feigning amnesia. The last thing she wanted was more attention.

"It's a little town north of here; you probably don't know it…" She reached up to play with her hair, a nervous habit, but sadly hooves weren't exactly great for stroking hair. Twilight watched her curiously, head cocked to the side as if she was studying River. _If that pony doesn't stop watching me like a hawk, I'm going to have to… do something drastic. _River's mind seemed to slip away from any violent ideas, and she furrowed her brow. Odd. It was almost as if she was unable to think such things.

"Is it Manehattan?" Asked Twilight, still surveying River.

"No, about a mile outside," River said, hoping that this was acceptable. Twilight still looked suspicious, but she seemed satisfied with the answer. River engaged Applejack in a conversation about her apple orchard simply to avoid Twilight's gaze. She hardly noticed when the ground beneath her feet started shaking.

A huge crowd of horses burst into the shop, led by a bouncing Pinkie Pie. River could hardly handle the shock as on a count of three, every pony shouted "Welcome to Ponyville!" A burst of streamers appeared from nowhere. She glanced at Twilight, who looked as surprised and mortified as River. Fluttershy had pressed herself against the far wall, terror on her face. Applejack laughed happily, obviously in on it.

Pinkie Pie leaped over to the group, a blue pegasus in tow. "Hey River, I know you said that you wanted to meet Ditzy Doo, and so I brought her over, and I just know that you guys will be the best of friends!"

River surveyed the blue pegasus. Her yellow eyes pointed two different ways, her blonde mane was boring and straight, and she had bubbles as her cutie mark. _There was certainly nothing to be concerned about_, River thought.

"That wasn't very nice," said a small voice. River whipped around, scanning for the speaker. Everyone around her seemed preoccupied. She raised an eyebrow, but returned her attention to Ditzy.

"So I hear that you know the Doctor." River said, trying her very best not to let her excitement get a hold of her.

"Yeah, he's staying with me while he visits Ponyville." Ditzy's voice was surprisingly melodic; it didn't seem to match her exterior.

River decided it was time to figure out just how much this pony knew. Trying her best not to make it sound like a challenge, River asked: "Where is he visiting from, then?"

"Gallopfrey," said a strong male voice from River's right. She whipped around, and her heart skipped a beat. The colt who had spoken had his eyes closed, happily munching a piece of cake, but River knew that when they opened, they'd be as ancient and blue as the sea of Autrio. His brown mane was in a state of disarray, a style that made River wish once again that she had fingers, if only to muss it up some more. On his flank was an hourglass, an oddly appropriate mark.

Before River managed to compose herself, the Doctor opened his eyes. "I'm from…" he trailed off as he realized what he was seeing. His eyes went from her mane to her eyes, and finally to her own mark. She saw the recognition in his eyes as they lit up. Now it was his turn to be speechless.

"Hello sweetie."


	6. Slips & Falls

Time seemed to stand still, but when it started again, River felt a jolt, her Time-Lord senses telling her that something big had been set in motion. But honestly, she couldn't worry about that, what with the Doctor standing in front of her in a strange new body on a strange new planet in a strange new universe.

He quickly closed the last few feet between them, wrapping his forelegs around her in a type of hug. He pushed his forehead against his own, and stared deep into her eyes. She blinked, suddenly understanding why he had done this in the TARDIS; it was the most intimate they could get in this situation.

"River," he said simply, but she understood. She heard "River, it's good to see you," "River, how are you here?" "River, I have something to tell you," but mostly "River, I love you." She closed her eyes happily, but refused to move away.

"Would someone tell me what in the Sam Hill is happening?" said Applejack, always lacking guile.

The Doctor pulled away awkwardly and River realized that almost all eyes in the entire bakery were on the two of them. She blushed, unsure of how their intimate greeting would be construed among the ponyfolk.

"River is a very good friend of mine from back home," the Doctor explained lamely.

"I'd say you're more than friends," came the soft voice again. River glanced around but no one else, not even the Doctor, seemed to notice.

Pinkie Pie jumped forward. "Well then we're soooo glad that she has someone here she knows! That way you can help her get used to Ponyville and make even more new friends!" A few mutters of approval sounded, and the party seemed to resume.

"Doc, can I talk to you?" asked Twilight, and River was left alone. Ditzy glared at her… or maybe the muffin display beside her. River couldn't… couldn't think. Her rude thoughts were dashed down once again.

"Odd," she muttered, knowing the Doctor would hear her and probably understand. He nodded surreptitiously, eyes still on Twilight, who was talking to him in a low voice.

Suddenly River felt herself being pushed over and toppled headfirst onto the ground. A few ponies stopped and looked, but no one seemed concerned. Jumping up and spinning around furiously, River was met with the sight of another blue pegasus, but unlike Ditzy, this one had a wild, rainbow-colored mane. Her eyes narrowed, too upset to appreciate the fantastic hair.

"I'm so sorry!" the crasher gasped, out of breath. River tried to glare a bit harder, but her eyes seemed to open up more. Maybe this pony didn't mean to hurt her. She seemed alright.

"It's okay," River said before she realized what words were leaving her mouth. _What?_ Normally this type of clumsiness would annoy her to no end.

"Way to go, Rainbow Crash!" Called Applejack, trotting over. "I see ya've met River."

River glanced back at the rainbow pony, who was starting to turn purple in the face. Her first instinct was that she was choking, until she realized that she was blushing. Applejack cantered over and planted a kiss on the pegasus's cheek.

"I'm teasin' sugarcube."

"I know, AJ, I just hate that nickname."

"Sorry, would you prefer me to call you Dashie?" Applejack winked at her friend, who blushed even more. "River, this is my gal Rainbow Dash."

"Pardon?" River sputtered out, slightly stunned by the implications and still recovering from getting knocked to the ground.

"You know, we're together," Rainbow said, stamping the ground proudly. "I know I look way too awesome for her, but—"

"But I'm the only one who can put up with her braggin'" Applejack finished. "Speaking of, we need to talk about the next Iron Pony competition." The two trotted off together, heads bowed close.

After a moment pondering, River shrugged. She was pretty accepting of the fact that there were talking ponies that baked cupcakes and read books. Why not just throw in different sexual orientations along with that?

"It's unusual, isn't it?" came an already recognizable voice beside her. Smiling broadly, River turned to the Doctor.

"Not really, when you look at the big picture." River swished her tail, something she had been dying to try out. "They're ponies. Sentient ponies with a civilization and a culture. Sociological matters are universal."

The Doctor shook his head. "Sometimes I forget you're an archaeologist."

"Sometimes I forget you're an… Oh…" River's mind slipped again. "Shoot."

"Oh, yes, that. Let me explain." An explosion of confetti came from somewhere nearby. "Outside. Let me explain outside."


	7. Voices

As soon as River left the party, she felt intensely relieved. Now she could talk to the Doctor the way she wanted to. "Okay, Sweetie, first things first: where, when and what am I?"

"Always to the point, River Song!" he laughed, cantering a little bit. He must've been here a while, already having developed a very horse-like way of expressing himself. "We are in Equestria, though don't ask me the galaxy or universe identification, because… well I'll get to that." His voice had been rising in anger, but it sounded as though it had been struck down. River wondered if the same little voice was chiding him in his head.

"It's year 1000 of the Sun as they call it here, which translates to the 1,576th year that Celestia has ruled over Equestria." He tilted his head at River who looked at his questioningly. "Once again, I'll explain. And you are, as you have no doubt guessed, an equine. A rather odd sort, though. Very… human."

River studied the scenery; the houses and benches could've easily been from Earth if it wasn't for the overly cheerful color scheme. Very human indeed. Her eyes grazed over the scenery and landed on the Doctor. He was watching her with delight in his eyes. _Maybe it's not getting out that will be the issue, _ River thought, _maybe it will be convincing him to leave._

"Doctor!" came a call from across the town square. The pair looked up to see Ditzy heading towards them. River made an impatient noise. She finally had a moment alone with her love, and it was spoiled by the interrupting, wall-eyed… No, the Doctor liked Ditzy and so should River. _Stupid voice._

"Before it's too late—" River started, but the Doctor was already greeting the pegasus.

"Hello Miss Doo, everything alright?"

"I noticed you were gone, and I thought…" started the pony. Amazing. Even in a new universe companions were terrified of losing the Doctor. River realized maybe this Ditzy was more perceptive than she thought.

"No, I wouldn't leave without saying goodbye." The Doctor smiled his reassuring smile, and Ditzy couldn't help but return it, albeit hers was with a blush. Quickly looking away, the Doctor turned to River "Ditzella Doo, this is River Song, my… er… well…" he cocked his head slightly. It was always difficult explaining their relationship.

"Wife?" River offered. The Doctor nodded, and Ditzy's eyes widened considerably, even focusing fully on River momentarily. She wasn't looking at River with full love in her heart, but she certainly wasn't sizing her up. The moment was gone, and Ditzy's eyes went haywire again.

"So you're like the Doctor?"

Before River could ask what she meant, the Doctor interjected. "Not exactly, but yes, it's on the same page. Think of it like the difference between unicorns and pegasi." He paused for a second and put a hoof to his mouth, thinking. "Except it's nothing like that."

Suddenly, River understood what he meant. "She knows?" she mouthed to the Doctor, who nodded. River's eyes widened. This pegasus knew the Doctor wasn't originally a pony. Impressive.

Luckily Ditzy seemed oblivious to this whole exchange. "So is she here to help with the TARDIE?"

"TARDIS," River corrected. Ditzy really lived up to her name. The voice tisked at River. River ignored it.

The Doctor laughed. "Well, actually, it's the TARDIE right now. Time and Relative Dimension in Equestria. I can't get it to go anywhere else but on this planet, and not even very far." He stamped a hoof on the ground impatiently, then immediately widened his eyes and gaped at River.

"I've still not told you!"

"Told me what, sweetie?"

"About the… well… I haven't thought of a word for it yet. But you know how you can't be the good old aggressive, vicious, sarcastic River I know and love?"

"You're such a romantic."

The Doctor smiled. "Only for you, sweetie." He leaned forward as if to kiss her, but saw Ditzy out of the corner of his eye and cleared his throat instead.

"Anyway, it's because of the thing I haven't quite named yet. Actually, I don't know much about it other than it is very nice, and it wants you to be very nice as well."

"That's right, I do," said the voice.

Everyone froze. They had all heard that. Ditzy's eyes were wide and focused ahead, right behind the Doctor and River. Slowly the two turned to see the speaker.

The Doctor gasped and kneeled, while River stood awestruck. In front of her stood a pure white unicorn with wings, about twice as tall as River herself. She wore a crown and carried herself in such a way that clearly spoke of royal blood. But that wasn't what amazed River. The alicorn's hair was a pink, blue, and green pastel masterpiece, and most impressively it was moving all on its own, flowing as though a breeze or water was ruffling it.

"Who are you?" River heard herself asking, still a bit stunned. Ditzy made a noise behind her, something of disbelief or pain. The taller pony smiled slightly.

"I'm Princess Celestia. And I need your help, Time Lord and Lady."


	8. The Darkness

The Doctor hadn't stopped babbling for about twenty minutes. River tried her best to keep up with him, but when he was like this there was no hope.

As soon as the Princess told them she would arrange for transport to her castle to explain, the Doctor had grabbed River.

"You remember House? The consciousness that had inhabited that junk planet?"

"No, I –"

"Well, I think that's what this is!" He jumped up and down. "I mean, it's a lot bigger. And a more pervasive. And actually attached to a being." He stopped and looked thoughtful. "Okay, so it's nothing like House. BUT STILL!"

Ditzy watched the Doctor closely, not even trying to hide her confusion. As hard a time as River was having, she was sure that the pony didn't understand half as much. River caught her eye and rolled her eyes jokingly. Ditzy smiled back. If the Doctor liked Ditzy, she might as well give her a try.

Before River could strike up a conversation with the pegasus, a chariot fell from the sky. Well, not fell; it was being pulled by two pegasi with straight faces. River was confused by this; the ponies were acting like… well like the horses of Earth, content with being the beasts of burden. _How far down the social ladder do you have to go to get that job? _River wondered.

The Doctor had seemed to notice the same thing. "Maybe they're prisoners, being punished," he muttered to her, low enough so Ditzy couldn't hear.

"I suppose we could ask," River whispered back.

He beamed at her. "Oh, River Song. The answer is always easy, isn't it?" He cantered over to the carriage.

"Hello gentlemen!"

The two pegasi stared at him hostilely. Of course, that didn't deter the Doctor.

"I was just wondering if you could tell me how you came across this job. I'm looking for work myself, and I couldn't help but notice that this seems like a viable position in society."

They continued to glare at him, and River couldn't help but feel that he had offended them. "Retreat, retreat!" she whispered, half-jokingly. The Doctor clambered into the chariot, followed by River and Ditzy.

Once they were in the air, Ditzy hissed at the Doctor, "Why did you ask them about pulling the carriage?"

River and the Doctor were both taken aback by her tone. She was blunt, bordering on harsh. River spoke up first. "We were just curious, seeing as how most of you have respectable –"

"They can't talk. That's why they're reduced to that. They aren't normal ponies, can't talk or think like the rest of us. They aren't… they aren't right." Ditzy looked away from the couple. She seemed shaken, maybe even offended. River glanced at the Doctor, who was watching Ditzy closely, as though he was solving a puzzle.

The rest of the ride was in silence. Ditzy watched the scenery below, the Doctor watched Ditzy, and River watched the Doctor. _What an odd team we are, _she mused. But more important in her head was getting out of here. This world was different; too different for them to really be a part of. She knew the Doctor wouldn't accept that. He had latched on to these ponies the way he latched on to Earth. He wanted to solve all of their problems for them, refusing to let nature take its course. _That stubborn, beautiful man_.

When the chariot set down, the princess was outside waiting for them. The three companions bowed before her, and she bent her head in return.

"Doctor, River, Ditzy." River still wasn't used to hearing that voice inside her head, let alone outside of it. She suppressed a shiver as Celestia welcomed them to Canterlot.

"Princess," the Doctor began immediately, but she held up a hoof to silence him.

"_I will talk to you three inside. It's not safe here."_ River watched Celestia carefully, but it hadn't taken any visible effort on her part to convey that psychic message. Her hair flowed elegantly behind her, never stopping for a moment. She turned gracefully, nodding slightly to her guards. They pressed in on both sides of the travelers, and they were ushered into a tower room, one with magnificent stained glass and jewels embedded in the walls. With another nod, the guards were dismissed. The princess's horn glowed brightly as the doors shut. She stared at the door as though watching for some sign.

After a few silent moments she sighed, her demeanor changing visibly. She shut her eyes for a moment and River realized simultaneously that the princess was very young and very old. She remembered the Doctor saying that it was over a thousand years into her reign, and yet she appeared so young and naïve. It reminded River of someone else.

"Doctor, by now I am sure that you have figured out that Equestria is not as perfect as it seems." The princess opened her eyes and stared at him. "I've had reports of monsters in all regions of my land being thwarted by two particular ponies." The Doctor smiled a bit, throwing a wink at Ditzy. "In addition to that, rumors have been flying around of a blue box that seems to appear anywhere these two peculiar ponies show up." Celestia smiled down at them. "Let me start off by thanking you for that. You've certainly made my job easier."

"You are very welcome, ma'am," the Doctor said with a bow. Ditzy took the hint and awkwardly curtsied a bit.

"But there's something you do not know Doctor." All three of the companions straightened up, knowing that this was what Celestia had wanted to tell them. The princess closed her eyes wearily again.

"One thousand years ago, Equestria was ruled over jointly by my sister, Luna, and myself. I watched over the day; Luna, the night. For five hundred and fifty-six years we guarded Equestria like this, keeping it safe from harm.

"Or so we thought…" she murmured. She opened her eyes, gaze drifting to one of the windows. Celestia paused for a moment, as though composing herself.

"One day, after I had lowered the sun and returned to the palace, Luna seemed troubled. She didn't want to raise the moon, let alone leave the palace. 'It's going to get me,' she said. If only I had listened." The princess bowed her head again, but continued with her story. "The next morning, I woke to find that Luna hadn't lowered the moon. I immediately went to where she usually stayed at night, a tower in the Everfree forest. As I approached, something caught a hold of me, pulling at my mane and tail, trying to stop me from entering. I fought it, running full speed to the door. I kicked it down and saw…" Celestia took a shaky breath. "I saw some… thing surrounding my sister, absorbing into her. I tried to run to her but I couldn't… I couldn't get close."

Every word out of Celestia's mouth seemed to hurt her more, to bring her closer to tears. River felt the urge to hold her and tell her it was alright, that she understood. And she did understand. She knew what it was like to see something out of your control hurt the most important person in your life, to be completely powerless as they suffered. She leaned subconsciously towards the Doctor, who rubbed his chin on her neck comfortingly. He knew what she was thinking of, of course. He always knew.

Celestia collected herself again. "The thing possessed her, turned her against me. She became what went down in legend as 'Nightmare Moon.' I refused to let anyone stain her name with something that was not her.

"As the story goes, I banished her to the moon. But it wasn't that simple. By myself, I was too weak to fight Nightmare Moon. I needed aid. First I turned to the Elements of Harmony, a weapon Luna and I had used against another enemy long before." Her eyes focused on another window, and River realized that each of the stained glasses told a different story._ What I wouldn't give to dig up something like that! _She suddenly imagined the Doctor calling her an archaeologist, and couldn't help but smile at herself. She turned her attention to the princess.

"But they weren't enough; by myself I couldn't use them all. I went to the tower that Luna had been taken in and looked for clues. But as it turns out, the clues went looking for me. While I was there, I felt something approach. I was terrified, afraid it was the same dark force coming to possess me. But it was different. It was light and warm, like the feeling of the first rays of the sun after a cold winter night. I knew it was good… or at least I hoped so.

"It spoke to me, told me of its world. The darkness was its enemy as well. It had chased the darkness to Equestria, but before it could stop it, the dark had possessed Luna. It asked me for help, and I realized what had to be done." Celestia's eyes were open now, blazing straight ahead. "I fought fire with fire. I allowed the light to join with me so I could get my sister back."

"How?" asked the Doctor, his eyes wide. The princess smiled down at him kindly.

"I don't remember much about the process. It was dark out, as Nightmare Moon would not lower the moon, but inside it was as bright as a summer day. I remember feeling warmth, never overwhelmingly hot, just a nice warmth. I suddenly felt connected with everything in Equestria, as though every animal, plant, and pony was in my mind, helping me find the strength to carry on.

But even together, we were not strong enough to separate the two. Destroying one would destroy the other. So, using the Elements of Harmony and my own powers, I banished Nightmare Moon for what I hoped was eternity. I put her in a deep sleep so that she couldn't fight the spell."

"But it didn't work, did it? She came back last year." Ditzy surprised everyone by speaking up, herself included. She bowed her head shyly after she spoke, as though trying to take back her words. Celestia looked down at her with pain in her eyes.

"Yes. About a year ago I felt something… wrong. I was still deeply connected to all of Equestria, and I knew that this had to be related to Nightmare Moon. Though I was stronger, I did not want to face her directly. I had been training a student for some time; a student who I knew could use the Elements of Harmony in a way that I had never imagined. If anyone could separate the darkness from Luna, it was Twilight Sparkle."

River barely concealed a gasp. Twilight Sparkle? The unicorn that she had stayed with in Ponyville? She hadn't seemed particularly powerful, just a bit too curious for her own good.

"I sent out all of my consciousness to aid her and her friends. That's why I was missing, Ditzy. I knew Nightmare Moon could defeat my body, so I sent my soul. Together with her friends, Twilight separated the darkness from my sister… and then I destroyed the darkness."

The ponies stood in silence after Celestia's tale. River looked back on it, wondering why this had caused the princess to call them together. The Doctor seemed to be thinking the same thing, but he held his tongue. It was Ditzy who spoke up again.

"What does that have to do with us, Princess? The darkness was defeated."

Celestia smiled at them all. "Yes, it was. But there is one issue. One that I'm sure you've noticed, Doctor." River looked at the Doctor, who stood there, concern in his eyes.

"You're still connected to the other consciousness."

Celestia nodded sadly. "Do you see why I called you here, Doctor? You're the only one who can help us. The only one who knows about other worlds, the only one who can separate dimensions."

She knelt down before him, eyes full of pain. Her voice and very manner seemed to have changed. "I just want to go home, Time Lord."


	9. Ditzy

In River's marriage, silence was the enemy. Not THE Silence, but rather the Doctor's silence. Those long stretches of quiet that the Doctor had when weighing his options, when trying to even start to formulate a plan, when realizing that a sacrifice must be made… those were the scary moments that made River doubt herself and her relationship. Because she never knew what would happen at the end of these silences. He could suddenly go into a rage or just as likely laugh at his own "thickness."

"The penny drops…" River muttered to herself, her eyes gazing at the stained glass. She had elected to stay in the throne room with Ditzy while the Doctor and Celestia had gone off to discuss of the symbiant's history and knowledge of how this universe worked. When the Doctor had returned alone, he had been brooding, silent. River glanced over at him as he stared at a single floor tile. He had been standing like that for a half hour.

"I've never seen him this upset," said a quiet voice behind River. Ditzy was standing there, her eyes focused on the same piece of stained glass, as though she was trying not to look at the Doctor. River felt a pang of compassion for the pony… she had been doing the exact same.

"He's not upset… he's just in a mood." River shook her head and stared back up at the window. Six ponies shone down on her… they seemed familiar. "He's thinking. A Time Lord's mind sees so much…"

"…but never enough," finished the pegasus. River smiled at her. "He says that a lot."

River cast another look at the Doctor. "That he does. And he means it." She looked back at Ditzy. "I don't see half as much as he does… but sometimes I am overwhelmed. I can see so many possibilities; it kills me to have to choose just one, especially when there's so much to lose…" She trailed off. Ditzy watched her intently, waiting for her to continue. River shook her mane again. "No matter, dear." She knew talking about sacrifice was touchy around any companion: they all automatically assumed that they would be the first to go. River knew better. The Doctor would do anything to protect those he loved. He would much rather die himself than see anyone else get hurt. It killed River to see his dedication, and to know that she felt exactly the same for him.

"So, Miss Doo, tell me about yourself." River had decided that changing the subject would be best. It kept her mind from wandering too far into the dark corners of her soul.

Ditzy blushed. "It's nothing special; nothing like being from another universe. I grew up in Ponyville, lived there my whole life." The two ponies moved to another window to observe; the Doctor stayed rooted in place, seemingly oblivious. Ditzy's eyes focused on the monstrous dragon creature in the pane. "I've never really fit in, though. I think that's why the Doctor let me join him." She looked at River. "No one would miss me."

"Now, I'm sure that's not true. Why, I heard that you deliver mail for the citizens of Ponyville!" River threw herself into comforting the pegasus, at least then she didn't have to think of her own anxieties.

"Honestly, most ponies prefer to use dragon mail, or at least some other pegasus. They don't trust me because of…" She closed her eyes and sighed. River could imagine why. When Ditzy opened her eyes again, they scattered off into their two separate directions.

"Ditzy, you seem fine to –"

"I'm not fine!" Ditzy's voice suddenly cut over River who backed away slightly, shocked. The pegasus stared down at a spot on the ground, not unlike the Doctor.

After a beat, Ditzy sighed and looked back up at River. "I'm sorry." She shuffled her hooves awkwardly, glancing back down. "I've always been different. I was the last in my class to get my cutie mark. I couldn't fly until long after that, and even then it was awfully. I was the last in the class. Math made no sense, and words just jumbled up because of my eyes." She paused, and River moved in a tiny bit closer. She could sense that the pony needed comfort.

"When I was seven, my parents took me to Canterlot. I was so excited. I thought I was going to meet the princess." Ditzy shook her head, her eyes welling up. "When we first got into town, my parents were great. They got me muffins and hot chocolate, mom even took me to try on dresses. I was so happy. So stupid.

"After lunch we walked off to a nice, friendly looking clinic. The nurse just nodded at my parents when they came in. Nothing was said. But she looked so sad. My parents were sad, too. I had no idea why. The nurse took me around back. She gave me some tests, physical and mental. She was still silent.

"After about an hour of tests, an older colt walked in. The nurse whispered something to him, and he asked her if she was sure. She nodded, and he looked at me. 'She looks stupid,' he said. Right then I realized what was happening." Ditzy was crying openly, and River grabbed her shoulder and threw her into a hug. The pegasus wept on her shoulder, and River rubbed her back. She might not have much maternal instinct, but years with the Doctor had taught River how to console the brokenhearted.

"It was a lobotomy clinic, wasn't it?" The Doctor was behind River, gazing sadly at the two mares. River pulled away from the hug, the pieces of Ditzy's life fitting together.

Ditzy nodded slowly at the Doctor. He stood before her, a stern look on his face. She shuddered slightly, unable to hold his gaze.

"Ditzella Doo." Her eyes returned to him, as did River's. The Doctor knelt before Ditzy.

"Don't you ever, ever in a million years forget that you are brilliant." He grabbed her and held her tight. "You are the most brilliant companion I've ever had. If others don't see that, then they are the stupid ones." He pulled away, smiling at her. She slowly returned it, obviously comforted by his words. River couldn't help but smile at the exchange. Her Doctor. The man who could start a war with a word, here on his knees comforting a crying pony.

"Now!" The Doctor clapped his hooves together. "Let's get on. We have a princess to rescue!"

River's mind was still slightly distracted by Ditzy's story, but she knew enough to see the lie in the Doctor's smile.

And inside she feared that this adventure would be her last.


	10. The Elements of Harmony

"Right! It's a long shot, but I think I can get you back to your universe." The Doctor was pacing back and forth in front of the throne, on which the princess sat, eyes following his movement. The Doctor's two companions stood to the side. Ditzy was seemingly relaxed, but River could see the stress riding in her back. She rubbed her cheek against the other pony's mane, and Ditzy threw her a grateful look.

The Doctor stopped short and wheeled around. "River, Ditzy, you two are going to have to pilot the TARDIS by yourselves. I'm going to be busy." The two nodded in unison.

"If only you had a full crew, sweetie," River laughed, trying to lighten the mood. The Doctor smiled, but once again it didn't reach his eyes.

"How many does it take to crew your ship, Doctor?" Celestia asked, oblivious.

"One," the Doctor said, just as River said "Six." Celestia smiled down puzzledly. The Doctor shot River an evil look. "Six to man her properly. But I do just fine on my own."

"Oh, please. I feel like we're crashing every time you fly her."

"River you're just rude. Don't you bad mouth my driving."

"No, it scares me too," Ditzy mumbled. River threw a foreleg around her.

"See? If you would just listen to me every once in a while."

"Are you saying you know my ship better than I do?"

River started to answer smugly, but the princess interrupted suddenly.

"Doctor, I know six ponies who would love to crew your ship." She gazed at a window with a knowing smile on her face. The three smaller ponies stared up at her, slightly bemused.

"Princess, with all due respect, this isn't an adventure for just anyone," said the Doctor.

The princess turned her eyes to him slowly. "Oh, but Doctor, these aren't just any little fillies. They're the most powerful force I have in Equestria."

Before the Doctor could open his mouth, a gray unicorn guard burst through the door at the end of the hall. He galloped up before the throne and bowed, out of breath.

"Princess, I'm sorry to interrupt," he panted. "But the Elements have come looking for you."

The Princess smiled down at him kindly. "Thank you, Ferrius. Please fetch them." The guard started to gallop off. "At a comfortable pace!" she yelled happily. She turned her attention back to the Doctor. "You will get to meet them very soon, I believe."

"But princess, I can't just take any random pony on my ship. It's just not – "

But the Doctor was cut off once again by the opening of the chamber doors. River felt a shiver of premonition as the princess announced "Doctor, I would like to introduce you to the Elements of Harmony."

River and the other two ponies turned to see the most powerful force in Equestria. To her shock, she was met with the sight of the five ponies she had met before, plus another unicorn, white with a purple mane. At the head was Twilight Sparkle, whose eyes narrowed when she saw River.

"You," River heard her breathe; barely audible as she felt a piece of time click into place. A light began to glow on Twilight's horn, and with a loud pop the unicorn disappeared. The other five newcomers glanced at each other awkwardly, and then set their sights on River. They glared at her, save for Fluttershy, who River doubted could glare, and Pinkie Pie, who smiled happily at River.

"No, Twilight, it's quite fine." River heard the princess say. Cautiously, she turned, and was surprised to see the purple unicorn beside Celestia. _Teleportation, _River thought. The Doctor smiled widely at her, clearly impressed by this skill as well.

Twilight muttered something else to Celestia, who simply shook her head. Twilight threw River a nervous glance, but she did not argue with her princess. She bowed her head as the princess rose, and a noise from behind told River that the other five ponies were doing the same.

"Girls," Celestia began, eyes trained on the Elements. "I'm so glad you've come to see me. But, unfortunately, your problem must be set aside for one that's a great deal larger." Her face grew grave as she studied all of the ponies in front of her. "The Doctor here can help, but only with your assistance can this plan be completed. Will you help me?" At this she turned to Twilight Sparkle, who was sitting on her right side. The younger pony held the princess's gaze for a beat, and then slowly nodded.

"Of course we'll help you, Princess." Though the words had come reluctantly, River could tell they were honest. _I wonder what their story is, _River thought to herself, knowing the connection between the princess and the unicorn was much deeper than it seemed.

"Excuse me, but… uhm… I'm sorry… but we don't really know… what… umm… this plan is." Fluttershy's tiny voice barely carried across the throne room, and it only got softer once she realized everypony was staring at her. The other four grouped around her looked at her like they had elected her to speak for them. River wondered why, as Fluttershy seemed to be the worst candidate for the task.

Celestia smiled gently at the cowering pegasus. "I'll explain on the way, my little ponies."

* * *

River wasn't entirely sure how all of them had squeezed onto the chariot, but it was relatively comfortable, even with nine regular sized ponies and one large alicorn onboard. She raised an eyebrow at the Doctor, who smiled gleefully.

"Bigger on the inside! Who knew?" He laughed and patted Ditzy on the back. The pegasus was staring ahead, pointedly ignoring the chariot pullers. Celestia was informing the Elements on the details, and while most of them were rapt with her, Twilight kept one judgmental eye on River. River stared back for a bit until Celestia's hair moved, blocking her view. The Doctor was seemingly oblivious to the exchange, smiling mildly.

Ditzy caught his attention, asking, "Why is she explaining it so… weirdly?" River listened in for a moment, and realized the princess was giving a very skewed, simplified version of her story. "Does she think they aren't smart enough to understand?"

The Doctor shrugged, patting her again. "Maybe, or maybe – "

"She's softening it for them, doesn't want to risk a shock." River interrupted.

"Right, I was going to say that."

River rolled her eyes at the Doctor. Ditzy looked more confused than usual.

"But I understood. I understood everything," she looked down at her hooves. "Well… almost everything."

"It's because she knows you're clever!" the Doctor told Ditzy happily. The pegasus beamed up at him, a smile so infectious that River had to join.

By the time they reached Ponyville, it was almost dusk. Celestia looked up at the rising moon, as though making sure it was still there. Twilight Sparkle rubbed her cheek against Celestia's foreleg, and the princess looked down at the unicorn. A sad smile passed between the two.

"Don't worry, Princess, I'm sure Luna will be okay until we come back." The pair turned their gaze back to the sky.

"I just hope she's up to moving the sun and the moon…" Celestia murmured.

River's eyes bulged as she looked at the Doctor. He smiled a little at her.

"This planet doesn't rotate. So Celestia and Luna move the sun and the moon, and the pegasi move the clouds. It's interesting, really. Done all through psionics and manpower… er… pony-power."

River filed that in her brain under something to come to terms with later, a pile of information that seemed to be growing by the second.

"Right!" the Doctor called, drawing all attention to himself. "I think it's time that I introduce you all to the TARDIS."


	11. Dress Up

The TARDIS's interior had changed since River had last been in, but that was no surprise. The Doctor was always changing the "desktop theme" as he called it, suiting his mood or regeneration. But this control room was different than River was used to. It resembled the look he favored in his 11th body, but with rounded architecture instead of the sharp lines it had. It looked like Ponyville had leaked into the TARDIS.

River wondered if the symbiant had anything to do with it. She turned to look at the princess, who smiled knowingly. _Right, I forgot you can hear my thoughts. _River was no stranger to psychics, having dated one a few years back. She put up a mental wall, focusing on the image of a lily. _No offense, Princess, but my thoughts are my own. _Celestia nodded slightly, and then turned to her protégés.

The six ponies stood just inside the entrance, staring partly in shock and partly in fear. Pinkie Pie was the only one who seemed relatively calm about it.

"Wowie zowie! It's bigger on the inside! How cool is this?" She began bouncing around, knocking into a few controls. River galloped over and flipped a few levers. The Doctor put his hooves on Pinkie's shoulders, and she stopped, wide-eyed.

"You almost sent us to the moon, Pinkie," he laughed. A desperate, mad laugh left Celestia's lips, and Twilight stared at her. The princess composed herself, clearing her throat.

The white unicorn cantered in. "Darling, you simply have to tell me how you did this." She smiled coyly at the Doctor, and River felt a surge of jealousy. "Imagine the possibilities for my wardrobe!"

River opened her mouth to say something brash, but a slight shake of the head from the Doctor made her close her mouth.

"I'm afraid that will have to wait, Miss Rarity. Right now we've got to start working." He turned to face River. "Now, I assume you have an ITG?"

"Well, I did. I dropped it when I…" she looked at Twilight, who was still eyeing her. "When I got here."

The Doctor nodded. "Miss Sparkle, I believe you were the one who found River? Did you happen to see an object beside her?" He touched a few dials on the TARDIS console, and the image of an ITG came onscreen. "Something like this?"

Twilight nervously looked at Celestia, who gave her a stern look. She sighed and bent her head. Her horn glowed, and the ITG materialized.

"I didn't know what it was, so I hid it. I placed a shrinking spell on it and put it in my saddlebag." The Doctor took it between his teeth.

"'ank 'ou Twil'ht." He choked his thanks around the gun. He placed it onto the console delicately, and then looked at his hooves. His eyes shifted from his hooves to the gun to the TARDIS and then back to his hooves.

"No fingers, I always forget that part," he sighed. "Twilight, Ditzy, Princess, I'm going to need your help. River, take the others on the grand tour, will you?"

"But I can –"

"River. Please." The Doctor's voice was stern, as if he was her father instead of her husband. He didn't look at her, which sent a pang of fear and hurt through River. Her Doctor wouldn't even look at her. Maybe he was afraid of what he might have to sacrifice. Or maybe he knew what he would have to sacrifice.

With a calming breath, River turned to the five other ponies. They were all staring in different directions, still gathering their bearings in the TARDIS.

"Right then. Grand tour, this way!" River called cheerfully. She led the ponies out into the hallway, and didn't notice the Doctor's eyes following her.

But someone else did.

"Doctor, who is she?" Twilight whispered, her eyes trained on the spot where River had just been.

The Doctor smiled at Twilight. "You mean what is she, don't you?" The unicorn bowed her head abashedly, but the Doctor just chuckled. "She's like me, Twilight. Not from here."

"But Doctor, you're a regular pony –"

He laughed. "I know I'm quite a bit better than she is at blending in, but do you really think I'm a regular pony, Twilight Sparkle? Look at this place. Look at me. Look at my eyes." Twilight stared at him, and he smiled sadly. "Old as time itself, these eyes. Full of pain."

"I know how that feels." The princess's voice was quiet, but it carried across the room to the unicorn and the Time Lord. Her back was turned to them, but her sadness was in her voice. Twilight slowly approached her.

"When… when you leave… will all of the pain go?"

Celestia looked down at her companion, smiling. "My faithful student. Always so worried about me." Twilight smiled shyly. The princess moved her gaze, and her expression grew grim. "I hope so, Twilight. I hope it does."

The Doctor watched the pupil and teacher stand in contemplative silence, and an equal sadness was in his eyes.

"What about you?" The Doctor started at Ditzy's voice, as quiet as it was.

"Ditzy! I forgot that you were there." He turned away from her to face the console. "Can you hand me my sonic?"

The pegasus grabbed the sonic screwdriver with her mouth and handed it to the Doctor. She stared at him sadly. "You didn't answer my question. Will the pain go away?"

The Doctor stopped fiddling with the console for a moment and took a deep, sad breath. "Ditzy, the pain will never go away for me. That's my tragedy. A near-eternal life, and a near-perfect memory." He started to work again, slowly and deliberately. "But I learn from it, you know. It's what makes me strong, what makes me fight."

Ditzy smiled at him fondly. He looked up and smiled back, a little sadly.

"Now hand me that gun, would you?"

The ITG floated to the Doctor, who barely seemed to notice the purple aura around it. "Thank you!" He called, head already buried beneath the console.

"You're welcome," Twilight said.

"Ah, Miss Sparkle! Thank you for the help." He sat up, banging his head a little on the console.

"Are you –?" Ditzy started.

"I'm fine." He looked at her with a sad smile, and she realized he was answering her unspoken question too.

"Now, Twilight! I'm going to need all of your unicorn magic. This is going to be tricky."

* * *

"… and here's the closet. I think. Like I said, it changes." River threw open the doors to what she hoped wasn't her and the Doctor's private room. Luckily, she was right: it was the closet. The white unicorn beside her gasped, eyes bulging.

"But this is marvelous, darling!" Rarity could barely keep herself composed as she walked in to the room. Her eyes were scanning the racks and racks of clothes. River smiled at her; this was just how she had reacted to her first time in the room. Despite their earlier differences, this Rarity was a pony after her own heart. She glanced back at the other ponies, who were also in awe of the closet. Even down-home Applejack was looking around like she was in heaven.

"Oh my goodness!" Fluttershy's soft voice rose as she gushed. She held a cream hat on her hooves, wings flapping gently to keep her aloft. "Look at this hat! It looks like… oh my, this hat is so amazing, I just can't even…"

"That's French couture," River said after a quick look at it. "Bought just before the first World War. Literally just before. I think the first bomb hit when I paid for it." Fluttershy didn't even seem to hear her; she was staring at the hat so intently that the world had stopped existing for her. River trotted up and put a foreleg around her. The pegasus hardly registered the touch.

"It's just so beautiful I can hardly even think of the words for it."

"It's yours."

Fluttershy's eyes grew wide. "Oh, no, I could never take such a nice thing…" she started to put the hat away, but River gently pushed it back.

"Fluttershy, dear, I hardly wear it. Besides, I'm sure the TARDIS will just materialize another one."

"R… Really? I can…?"

River noticed all the other ponies were looking at her amazedly. Feeling like Santa Claus, River laughed. "Girls, you can have anything in here that catches your eye."

The next few moments were a frenzy of "thank yous" and "ohmigoshohmigoshohmigosh." But after they had expressed their gratitude, the ponies began to converge on to the racks of clothes.

River herself started looking through the closet after realizing that the clothes somehow all were pony-sized. After a few moments looking through ballgowns, she found a pony version of her favorite green dress.

"Oh, TARDIS, you've outdone yourself," she whispered to the wall as she slipped into her casual dress. The other ponies had already started dressing up, each to their own style preferences. Much to Rarity's chagrin.

"Rainbow, darling, you're not honestly going to wear that are you?" The stylish unicorn was wearing a tight purple gown, one of River's favorites. Even her look of disgust seemed to match what River liked to use when she was wearing it.

"What? I think it looks cool!" Rainbow had on a blue bomber jacket, combat boots, and pants with a racing stripe. Her look was completed with a pair of goggles on her head. "Even if I can't move my wings… Hey AJ!"

Applejack trotted around the corner in a pair of cowboy boots, denim shorts, and a red flannel shirt. Her jaw dropped a tiny bit at her girlfriend.

"Tha's… gorgeous, Dashie."

"I know." Rainbow sounded arrogant, but was obviously pleased that Applejack had liked her choice. She cantered up and kissed her on the cheek. "You look pretty cute yourself." She flicked the earth pony's trademark hat.

"Speaking of cute!" Pinkie Pie bounded around the corner, decked out in a pink frilly skirt, pink leg warmers, and a pink off-the-shoulder shirt. _She must've been in the 80s section,_ River thought, smiling widely.

"Oh dear Celestia, Pinkie, are you serious?" Rarity looked at the other ponies disparagingly.

"Of course not! I'm never serious. The only thing serious here is how seriously cool our outfits are!" She bounced around triumphantly while Rarity groaned in frustration.

"Fine. At least Fluttershy will let me pick out her outfit." She turned with a prissy "hmph."

"Um… actually Rarity…"

All the ponies whirled to face the timidly speaking Fluttershy. She was in a muted green dress, a light pink scarf wrapped around her neck. The hat that River had given her was perched gracefully on her head.

"You look gorgeous, Fluttershy!" River said, going closer to inspect the pegasus.

"Oh… thank you." Fluttershy smiled demurely. "I really like your dress, too."

Rarity gave an aggravated yell. "Fine! I can still pick out Twilight's outfit!"

River watched her as she stomped off to another set of racks. The other ponies were gathered around, complimenting each other's outfit choices. Before River could join them, something caught her eye. In front of a mirror, a lone blue pin-striped suit was hanging. River knew who it was meant for.

"Oh, River, did you pick this out for me?" River turned with a smile to see the Doctor.

"No, actually. I have much better taste than this," she teased. He smiled at her, and River noticed that the sadness had returned to his eyes. She kissed his cheek, fully aware this was the first time that they had had such intimate contact for a while. He kept his eyes on her, and they pressed foreheads to share a silent, personal moment.

"Um… Doctor? River?" Ditzy was standing by the rack of jumpsuits, already garbed in a Royal Mail uniform shirt with gray pants. The couple smiled at her abashedly. She smiled back, a bit more awkwardly. "Don't we need to get going?"

"You're right!" He smiled widely, then suddenly grew confused. He looked at River. "Wait, why is everyone wearing clothes?"

River shrugged. "I was giving them clothes, and we all just decided to wear what we had."

The Doctor nodded and then looked at the suit laid out for him. His eyes widened as if it was the first time he had seen it.

"I used to wear…" he laughed a little, looking at the ceiling. "You naughty girl." He whispered to the TARDIS. Ditzy and River shared an awkward glance.

"Do you want to be alone?" they said in unison.

The Doctor looked at them patronizingly. "Oh, stop it, not like that! Just let me get dressed."

After a little struggle with buttons, the Doctor was dressed in the suit. He looked at himself and shuffled his hooves, mumbling something about glasses.

"Sweetie, you don't need glasses."

"I know but they make me look clever." Through some act of contortion, he managed to reach into the front pocket. "Aha!" He pulled out a pair with his mouth, and flipped them on to his nose. He shot a triumphant smile at River and Ditzy.

"Allons-y!"


	12. Insanity

The Doctor insisted that all the ponies line up once they had all reassembled in the console room. He paced in front of them, debriefing them as well as he could. River zoned out as he described how to pilot the TARDIS, knowing if that she listened she would end up correcting him and confusing everyone. Ditzy also seemed to lose interest in the Doctor, her gaze drifting around the room.

"Now, you two," he stood in front of River and Ditzy. They stood at attention in unison, making the Doctor roll his eyes at them. "You two are in charge. I'm going to be too busy trying to pull the consciousnesses apart to pilot the TARDIS." Ditzy gave a mock-salute as River nodded her head.

"I'll assign a different section of the console to each of you six," he marched in front of the Elements. Fluttershy cowered behind Rarity's new dress (she had changed about seven times, and River suspected she was hiding more clothes in the pockets of the versatile dress she had on). Applejack and Rainbow Dash stood still, heads bowed close together, as Pinkie bounced lightly on her hooves.

"Princess, you'll be with me over here," the Doctor pointed a hoof to a spot near the door where he had set up some interesting equipment. Celestia nodded silently, and Twilight moved closer to her teacher. The Doctor paused and looked at the purple unicorn.

"It'll be okay, Twilight," he mumbled to her. She closed her eyes and nodded slowly.

"I trust you," she whispered. The Doctor gave her a sad smile.

"Right then!" he called, straightening up and prancing towards Ditzy and River. "Let's get this show on the road!" He stopped short right in front of River, and rubbed his cheek against hers tenderly. River's heart sped up, afraid of what this sudden intimacy might mean.

Before she could panic thoroughly, the Doctor cantered off to show the six ponies where to go. River watched him, eyes wide.

"It'll be okay, River," Ditzy said softly. River looked at the pegasus, who was staring at the Doctor.

"I really hope so."

"River! I need you over here," The Doctor called.

"What did you break this time?" She trotted off, leaving the pegasus alone.

Ditzy watched the two of them work together, teasing and flirting the whole time. She smiled a little to herself. Though of course she loved the Doctor, she knew that River made him happier than he had been the whole time he had been in Equestria. He would never admit it to anyone, but he loved River more than anything, maybe even the TARDIS.

"But it still hurts, doesn't it?"

"Yes." Ditzy wasn't even phased by the princess reading her mind. She looked up at Celestia, who looked down at her with the same pain in her eyes. "But I'm happy for them."

Celestia turned her eyes to the Doctor and River. "I used to love somepony like that. My life, my duties, got in the way. I wanted him to be happy, but I knew it couldn't be with me. Unfortunately, he refused to take that for an answer. He thought I was lying to him, and he set out to make the rest of my life miserable." She closed her eyes and took a deep breath. "But that's an old mares' tale." She smiled down at Ditzy. "What's important is that you're happy."

Ditzy smiled and nodded. She watched the Doctor closely again. "I am happy. I'm just happy to be a part of this."

"Don't say that just yet." The princess's voice was grave.

"Hey, Der-I mean Ditzy!" Rainbow Dash called over to the other pegasus. "Come tell Twilight that she looks like an egghead in this outfit."

With an apologetic glance at the princess, Ditzy trotted off to see Rarity's outfit choice for Twilight.

"I think it suits me," Twilight grumbled to Rainbow.

"Exactly, it compliments your eggheaded-ness. Right, Ditz?" Ditzy looked over Twilight's outfit: a white button-up under a purple vest with a matching skirt. She decided to hold her opinion to herself, not wanting to risk her newly-made friendships.

"Now Rainbow, darling, we can't all be athletic and… uncouth." Rarity pinned a brooch on to Twilight's vest. Twilight beamed at the other unicorn.

"See?"

Rainbow rolled her eyes, but before she could retort, the Doctor called them all over to their places.

River and Ditzy circled the perimeter of the main console, checking to make sure every pony was in the right place. The Doctor and Celestia were talking quietly in the corner. River stopped, watching the Doctor, and then realized the pony beside her was looking in the same direction.

"Will it really be okay?" Twilight asked, startling River. She was under the impression the unicorn hated her. River forced a smile.

"Of course. The Doctor knows what he's doing."

Twilight nodded to herself, and then returned her attention to the console. Ditzy caught River's eye and shrugged. She had no clue why the unicorn suddenly trusted River either.

"Right, River, everything ready?" River nodded to the Doctor, who beamed back at her. "Excellent. Now, on the count of three, I want you all to take off. Do you remember how to do that?" Twilight nodded, but the other ponies looked at each other fearfully. "Don't worry, River will probably end up flying anyway. Twilight, just remember to press the trigger of the gun on three."

Twilight and River glanced at each other warily, each hoping the other pony wouldn't disappoint.

"One."

Fluttershy squeaked, backing away from the console. Ditzy quickly took her place.

"Two."

Rainbow Dash and Applejack winked at each other, both ready for an adventure.

"Three!"

Twilight hit the trigger right as the other ponies began pressing the controls. The ITG's blast was funneled into the heart of the TARDIS, allowing her to travel between universes. River watched, ready to correct anything on a moment's notice. The TARDIS shook violently, throwing Rarity from her station. Ditzy leaned over and hit a button before River had the chance. The two ponies smiled at each other. The shaking didn't stop, but the other ponies managed to hold on.

River turned her head for a second to look at the Doctor. He had his hooves pressed on either side of the princess's face, and some silver substance seemed to flow between them. River realized what he was doing, and why he had looked at her the way he did. He was taking the symbiant into himself, a process that might kill him.

"No!" River yelled, jumping towards the Doctor. As her back hooves left the ground, she felt the TARDIS tremor wildly. She heard the ponies behind her fall to the floor but she didn't care. She needed to save him.

Time seemed to slow as River went through the air. An odd feeling rushed through her, as though her entire body was being pulled apart. Too focused on her goal, she ignored it. The Doctor had turned his head to face her, sadness in his eyes beyond anything River had seen. She knew it was too late, but she had to get to him.

A bright flash blinded her as she landed on him. Without pause, she grabbed his face and pulled him into a kiss, trying to suck the being out of his body.

"Please, please…" she muttered between kisses. The Doctor placed his hands on her shoulders and pulled her away.

"River, it's okay." He looked at her sadly, and River realized with a shock that she was looking into a new face. A human face.

River brought her hands before her face, wiggling her fingers. She felt her hair, her legs, her body. She was human again.

"But that means…" she turned around to face the console, and her breath caught in her throat.

"What in the name of sanity…"


	13. Humans

"Doctor, what happened?" River couldn't take her eyes off of the ponies… or rather humans now. They were all laying around the console in a tangle of limbs, but they were slowly stirring. River heard the Doctor struggle to his feet.

"Uh… well…" He slipped his glasses on as though to get a better look. "It seems we're back to normal."

"Doctor, they're humans."

"Yes I can see that." He muttered. In unison, River and the Doctor looked to their right to view the princess. Her hair, still wildly colored, covered most of her body, but dark skin peeked out between the strands. She wasn't moving, and her breath was heavy.

"Did it work? Did you separate them?"

"I don't think so; I lost control when you jumped, and it's not in me…"

A scream from near the console woke interrupted their conversation. Rarity was sitting bolt upright, staring at her hands.

"My hooves, my hooves!" she shrieked. Her screams roused some of the other girls, who in turn began shouting and generally panicking. Fluttershy, Ditzy and Twilight remained unconscious, which River was thankful for. Three less hysterical pony-people to console.

Applejack crawled on all fours over to Rainbow Dash, who had her arms wrapped around herself.

"It's okay, sugarcube." She nuzzled the rainbow-haired girl, an action that looked a lot more awkward in human form.

"My wings. I told myself I would never lose them again." She looked dangerously close to crying. Suddenly she jumped up on to all fours, eyes blazing towards the Doctor. "What did you do?" She started to move towards him, but couldn't work her legs the way she wanted to.

"It wasn't me, Rainbow. When we entered into this universe, your body must've reassembled." He gestured towards himself and River. "It happened to us when we came to Equestria."

"So Twilight was right! Y'all aren't ponies!" Applejack gripped the railing to shakily raise herself up onto her feet. She glared at River in particular. "I knew we couldn't trust ya."

Pinkie bounced over, already comfortable on two legs. She grabbed Applejack's hand, distracting the girl's anger.

"Don't be silly, AJ, Celestia trusted them, so we should too!"

Applejack opened her mouth to disagree, but was interrupted by another shriek from Rarity.

"My horn!" The others turned their attention to her, knowing it would take all their powers to console her.

The Doctor nodded at River, and they moved towards the group of confused girls. Rainbow Dash shot them another evil look, but didn't stop their progress.

"As far as I can tell, you are something called humans," the Doctor began. "No magic or wings to speak of, at least in this universe."

River shot him a look. "Our universe?" she whispered.

The Doctor shook his head, and continued slowly towards the ex-ponies. "They walk on two legs. It should come naturally; the TARDIS will translate the movement for you."

Applejack staggered towards Rarity, but she kept her balance. "Are you okay, sugarcube?"

Rarity mumbled something and fumbled with her dress.

"No, you don't have a tail, either." Applejack offered a hand to help up the girl. Cautiously, Rarity accepted the help and stood shakily on her feet. She looked at the Doctor and River with wide blue eyes.

"I need shoes."

The Doctor's jaw dropped as River laughed. "Of course you do. We can't go out without shoes on. At least you all have clothes on."

Rainbow had jumped to her feet, refusing any help. "We need clothes?" she asked, trying to discreetly lean on the railing.

River shook her head as the Doctor interrupted. "We can't go out at all, River! We have a mission to accomplish. Plus, you don't know where we are!"

"Only one way to find out, sweetie." River strode over to the doors, and before the Doctor could stop her, she tore them open.

Sunlight streamed in, landing on the prone figure of Celestia, who stirred feebly. River didn't notice: her eyes were fixed outside.

"No, you're right Doctor, we can't take them outside." She started to close the doors, but the Doctor rushed over to see where they were.

"We're in Cardiff."

River nodded. "Exactly, they deserve much better than Cardiff."

The Doctor rolled his eyes. "It doesn't matter anyway. No one's leaving this TARDIS. We have a mission to –"

"Doctor?" Ditzy was sitting up, rubbing her head. Rarity put an arm around her, helping her stand up. Ditzy leaned against the railing carefully, eyes wandering the TARDIS. She nodded to herself, and then looked at the Doctor and River. River smiled when she saw that the girl's eyes were completely straight, making her look as intelligent as River knew she was. "So this is a human, huh?"

The Doctor beamed at his assistant. "You got it, Ditzy." He turned his attention to Celestia while River helped a still-dazed Fluttershy up.

"I… I think I'm okay with this," the pink haired girl muttered as Rarity and River showed her how to stand. She gazed at her fingers, and flexed them gently. "I always wanted fingers, ever since I met Spike." She smiled gently up at River.

_They're all taking this pretty well_,River thought to herself, gazing around the room. Ditzy and Pinkie Pie were rotating sticking out their tongues and clicking their teeth, while Rainbow Dash and Applejack had discovered their tongues as well, albeit for a different purpose. River turned to throw the Doctor a look, but he was crouched next to Celestia, staring at her in concern. She walked past Rarity and Fluttershy, who were waking up Twilight, and joined her lover.

"Is she okay?" she muttered when she got next to him. He shook his head, eyes riveted on the princess's face.

"She's not responding. She's barely breathing." He put his hands on either side of her face, closing his eyes in concentration.

River studied his face, and felt a shock of recognition. She had seen him in this body before. They had had a passing conversation, like he barely knew her. She remembered him avoiding her eyes, as though he knew something… River shook her head. This was his twelfth regeneration, and he had married her in his eleventh. He knew her now. She must be mistaken. But the hair, the face, even the suit was the same. He had said he had worn it before… Could regeneration work in reverse? Could he be the same man all over again? River hoped not, it was already confusing enough to keep up with his different faces.

"Doctor," Celestia mumbled, waking River up from her reverie.

"Shhh… I'm here," he muttered to her. River saw the concern in his eyes and smiled to herself. Celestia was in capable hands. She groaned again, eyes fluttering slightly.

"DOCTOR!" Ditzy's yell disturbed the peaceful moment, startling River and the Doctor.

"Stay here with her, River." The Doctor gave her a quick kiss on the cheek, and then ran to help his companion.

River placed her hands on Celestia's head like the Doctor had. She had only done this a few times, but the Doctor had given her tips. She imagined her mind becoming one with Celestia's, her will entering into the princess's mind.

_It's me, River._

"River…"Celestia breathed.

_Are you okay, princess?_

"River," she repeated, slightly weaker.

_I'm going to take that as a "no."_ River felt through the princess's body, trying to find any severe injuries. Nothing. She turned her attention to Celestia's mind, performing the same check. There was nothing wrong with her, mentally or physically.

"Doctor…?" River started loudly, turning to find the man. What she saw made her stop mid sentence, mouth open.

Twilight Sparkle was sitting straight up, all the rest of the crew gathered around her. Her hair was flowing as though a wind was blowing towards her, and she was staring right at River. But her eyes weren't hers; they were pure silver, emanating the same mist that had transferred between the Doctor and Celestia. The symbiant had moved to the princess's star pupil.

"Doctor, she needs me," Twilight's voice was not her own either. The consciousness was talking through her.

"But you wanted to come home, Eleadora." The Doctor was angry, but he kept his voice steady. River realized with a jolt that the symbiant had a name, she had just never asked.

Twilight's head turned slowly towards the Doctor, those eyes staring into him. "I was wrong. I've been with her for a thousand years… she's my home now."

The Doctor sighed helplessly.

"If I stay in this body much longer, it'll burn up."Twilight's eyes flickered in fear, momentarily returning to their bright purple state. Just as quickly, Eleadora's mist returned. "Help me, Doctor."


	14. Time

"So what's the plan?"

"There is no plan. We wait here until the Doctor comes out." River leaned against the wall facing the TARDIS, refusing to move her eyes from it.

"But isn't there something to do?" Rarity's voice had a tinge of whining to it, but River still wouldn't move her gaze.

"It's Cardiff."

"And that means?" Pinkie Pie had even lost interest in bouncing up and down, and was now playing weaving her fingers through her hair.

"No. There is nothing to do." River crossed her arms with finality. Pinkie and Rarity sighed in unison.

"Um… River?" Ditzy tugged on the other woman's arm. River raised an eyebrow, but her eyes didn't waver. "The Doctor gave me a map before we left, and told me to remind you that there are things…"

"No. We're staying here. I don't want the TARDIS to leave my sight."

Ditzy paused for a second, and then muttered something incomprehensible.

"What?" River sighed, shutting her eyes momentarily.

"Well I thought maybe you can stay here, and we can go somewhere."

"Sure," River snorted sarcastically.

"Really? Great!" Before River could stop her, Ditzy was announcing her success to the other ponies, who cheered gratefully. She turned her head for a split second, throwing them an incredulous look.

_It's not even worth it,_ River thought.

"Be back here in an hour or we'll leave you!" she called. Happy acknowledgments were returned, but River's mind was already back to the TARDIS.

"Please don't do anything stupid."

* * *

"Doctor," Elesdora's stolen voice echoed across the TARDIS as the Doctor darted around, searching for various gadgets. He was already holding two funnels, a few wires, and tubes.

"I missed arms. And hands. Oh, hands, we will never part again!" he mumbled to himself. A funnel dropped in front of Twilight.

"Doctor." Eleadora said through Twilight as the Doctor bent to retrieve the item. This time she caught his attention, and he looked up at her warily. "This girl is dying Doctor." Her eyes flickered again.

"Don't you think I know that?" he hissed angrily, shoving the funnel into her hands. Her eyes lowered to gaze neutrally at the object.

"It's not like her."

"Like who?" the Doctor asked absentmindedly.

"The TARDIS. Idris." Eleadora hesitated, a smile forming on her lips. "Sexy."

The Doctor dropped everything he was holding and knelt in front of thet's body. "How do you know about that?" He put his hands on either side of her face, but she tore them off, the silver mist of her eyes almost touching his own. They stared at each other for a tense moment.

"Doctor," Celestia mumbled. After a moment's hesitation, the Doctor picked back up his stuff and began working.

Eleadora smiled, leaning her head against the console, and the TARDIS purred.

The Doctor wouldn't look in her direction, even when he connected a tube to the funnel she was holding. Eleadora's eyes followed him, though, as he ran across the room, setting up the contraption. Suddenly, a gasp escaped her lips and she slumped over. The Doctor rushed to her, supporting her weight. Their eyes met, Twilight's purple eyes slowly fading over the silver.

"Doctor, I'm scared," she whispered.

The Doctor grabbed her face and kissed her forehead. "I know, Twilight, I know," he whispered into her hair. "But I will do everything I can to save you."

Twilight nodded, eyes slowly turning back to the silver mist. After a slight pat on the head, the Doctor unceremoniously opened her mouth and shoved the funnel in.

"Okay, now. This… is going to be fun."

* * *

River could probably count the amount of times she had looked away from the TARDIS on one hand. Once when the group of girls ran off, a second time when a child dropped his candy almost on her. But when a young woman had stopped near the blue box and inspected it, River watched her suspiciously. _The perception filter shouldn't attract attention,_ she thought, but the woman reached out towards the TARDIS tentatively, the pulled away, and walked off quickly.

Before River could wonder about the woman, the TARDIS rocked slightly, and the doors opened. The Doctor jumped out, being pushed a little farther by an explosion of gold and silver mist. He landed on River, almost slamming her into the wall. He quickly cradled her head, making sure that she was unharmed. He beamed down at her, and she couldn't help but smile back.

"Everything alright, sweetie?"

After giving River a quick peck, he stood up quickly, eyes already turned back to the TARDIS. "I hope so."

Gold and silver light flooded out of the open doors, and two shapes stood in the doorway.

"Yep, I'd say it did!" he half-giggled, throwing his arm around River.

The shorter figure, Twilight, suddenly slumped over.

"Or not," River whispered, rushing to help the girl up. When Twilight's eyes opened, they were no longer silver. But they were still not her normal purple; rather glowing with a gold light.

"Oh, what now?" the Doctor hissed.

Celestia looked down at her student, and her eyes welled up in fear. "Twilight, what's wrong?"

Twilight's eyes landed on the Doctor. "Oh! Hello!" she jumped towards him, but River's hand was still on her arm. She turned energetically, eyes scanning River excitedly.

"Oh, you! I've always wanted to meet you." She pulled River into a bear hug. River's eyes widened as she looked at the Doctor, whose eyes were just as large in astonishment. Twilight pulled away from River, and noticed her staring. "Oh, right. Time. It's hard for me. I'm Sexy."

The Doctor let out an astonished laugh. Twilight turned to look at him. "Oh, you've changed again. Or… you've not changed." Her hand slowly moved up to his face. "No… we've talked. I can see it. But… this is the wrong face."

He grabbed her hand and whirled her around gracefully. "Well, you know me, old girl, always full of surprises." He led her back into the TARDIS, which was quiet and dark. Celestia's eyes wandered the room, but she remained quiet.

"Oh, please, I know all of your surprises." She stopped, turning to look at him. "Speaking of, yes, it's her."

"Who?" River asked. The Doctor simply shrugged at her. But Twilight turned to face River.

"Oh, child. Can't you recognize me?" she smiled, and her eyes glowed a brighter gold. River started, mouth open. A blue blur blazed through her eyes.

"Doctor, what did you do?" River muttered.

"Well…" he started, rubbing his hair. "I created a closed connection between Twilight and Celestia." He showed her the tubes with funnels on the end. "I connected to the TARDIS's console to create some quantum potential, using the tube as an axon of sorts—"

"Yes, but you forgot to reverse to polarity to prevent discharge from the console." Twilight interrupted, helping him rearrange the equipment. "And here I am!"

"Here you are," River mumbled. The TARDIS was a huge part of her life, basically her mother. But in a body… not to mention the body of someone who hated her… it was just wrong. Twilight turned to her and smiled sadly. _Of course you're psychic._

"Anyway, it's not an issue to get you back in here, Sexy," the Doctor said, opening her mouth to put the funnel inside.

"Hnngh bu' nigh—" she choked around the object. The Doctor removed it for a second, letting her talk. "I just wanted to see you."

The Doctor held her face tenderly, and River looked away. Whatever was going on, she didn't want to know. After a moment, the Doctor cleared his throat, and River realized that he was letting her know that their moment was over. Twilight had the funnel in her mouth again, and her eyes were apologetic towards River.

"Doctor," Celestia's voice was surprisingly timid. All eyes were on her. "Is this going to work this time?"

The Doctor laughed nervously. River looked at him, knowing that he was asking himself the same question. Without answering, he flipped a switch, sending an electric current to Twilight and back.

Within seconds, the TARDIS was glowing gold again. Twilight slumped into her teacher's arms, but a quick check from River ensured that she was breathing normally. The Doctor stroked the console fondly, smiling to himself. Everything was back to normal.

"I can't believe that took so long," Twilight muttered, her eyes still closed. The Doctor patted her on the back. He smiled fondly at her, then suddenly looked up at River.

"Where is everyone?"


	15. Home

After a lot of explaining and a little shouting, the Doctor and River decided to split up and search for the missing girls. Luckily, they weren't far: a nearby park proved to be their hiding spot. It was hard to get Rainbow, Aplejack, and Pinkie to stop racing each other, but after that the group headed back to the TARDIS.

Celestia had pulled a robe on and was conferring quietly with her still-weak student in the corner. When the group entered, the girls immediately rushed to her side, save for Ditzy. Celestia realized her private time with Twilight was over, and made her way over to join the other group.

"I'm so sorry for all the trouble, Doctor," she said in her quiet yet commanding voice.

The Doctor smiled at her kindly. "Well, trouble is a friend, and I'm always glad to see him again. Especially when he leads me on such brilliant adventures! I mean, look at you!" He gestured towards the princess and then to the group of friends. "Ponies as people. Who'd've thunk, huh?"

Celestia smiled and bowed her head slightly. When she looked back up, River noticed a tiny swirl of silver within the pupil of her eyes. _She really is just a sum of two parts._ The princess turned her smile towards River, who groaned.

"More psychics."

"Oh, River, that's not a good attitude!" The Doctor put his arm around her. "Think of it like this: it saves you a lot of talking!"

"Yes, if only it could stop you from talking," River teased. She dropped a kiss on his cheek as he pouted melodramatically. The group joined the rest of the crew, who were talking about the best cure for Twilight's weakness.

"Normally when the animals are like this, I make them rest."

"Obviously what you need is some retail therapy."

The debate ended up into single words as each girl tried to offer a solution.

"Apples!"

"Clothes!"

"Cupcakes!"

Celestia cleared her throat, a noise that somehow carried over the din. "I think what Twilight really needs is to go home." She turned to look at the Doctor, who nodded.

"Her quantum state needs to be normalized before she can heal. Otherwise her body might end up trying to regenerate improperly, leading to some serious deformities and defects."

"That means yes," Ditzy offered. The girls cheered happily and laughed. Even River smiled, but inside she was worrying.

What would the Doctor do once they returned the ponies to their proper home? They had the ITG, they could easily get back to their proper universe. But River knew the Doctor. It would never be that easy. He was used to his life in Ponyville, had grown immensely fond of all of the ponies. She stared at him, hardly noticing when he asked her something.

"What?"

"Don't act so shocked! I want you to help me pilot the TARDIS. I figure since I'm not doing an intensely difficult procedure that you and I can fly her by ourselves."

River shook her head, clearing away the unhappy thoughts. "Are you alright? The Doctor I know would never accept my help, let alone ask for it." She laughed as he adopted an exasperated expression. "Of course I'll help, sweetie."

With the Doctor and his wife at the helm, the TARDIS flew smooth and cleanly. Only a few bumps, one right at the beginning when River flicked the first switch, and a few after the Doctor hit the ITG trigger, but River figured that was from the universe changeover. Sure enough, after her fingers became hooves, the jostling stopped and the TARDIS landed without a hitch.

"Finally, something goes well." River muttered so only the Doctor could hear her. He laughed as he trotted over, rubbing his cheek against her own.

"They're a quiet lot, aren't –" the Doctor trailed off as he saw a pile of ponies laying unconscious. "Ah, well. You win some you lose some."

River realized now was her moment. "Doctor. Before they wake up… I have to ask… What happens now?" He blinked at her, and she knew he needed some clarification. "Do we stay here for a while, until you need to run again? Or do we leave now, going back to our universe? The Doctor and his wife and their mad blue box."

He smiled at her. "Oh, River. How could I ever pass up adventures with you? We'll say our goodbyes…" He sighed a little as he glanced at the now-stirring ponies. "I'm going to miss this place."


	16. Fear

AN: Hey readers, sorry for the delay! I had too much for one chapter, so I split it into two smaller chapters (15&16). This is the last chapter, so thanks for sticking with this absolutely absurd story! It's a little rough, but I had this idea for a while, and I just had to get it out. I might write a sequel (there's a bit of a cliffhanger, mwahaha), but no promises. Anyway, thank you once again for reading (even when it got a little too absurd/badly written), and enjoy! - Magpie

* * *

"You're not coming back?"

All the ponies looked disappointed, but none more so than Ditzy. Even Twilight seemed upset that the Doctor was leaving them.

"This isn't my world, girls. Our world," he corrected, nodding at River. "Our universe needs us. As much as I love it here, I can't abandon my home. I'm pretty much the only thing keeping it safe." He smiled sadly as he said, "Besides, you lot have your own protector here." He nodded to Celestia, who shook her head slowly.

"No, Doctor. The Elements of Harmony are what protects this world." She turned her attention to the six girls. "You are the most important ponies in Equestria, girls. Don't let anypony tell you differently." She nodded at the Doctor and River. "But you have inspired us, Doctor, River; inspired us to new heights. Equestria may never know what you've done for it, but I will carry it always with me."

He bowed his head slightly towards her. It was clear he had said his piece. Though the ponies muttered amongst themselves, they did not argue. Ditzy was silent, her eyes focused on the Doctor.

"Doctor… thank you." Twilight said, slowly making her way to him. "I'm sorry that I didn't trust you before… I didn't know what to make of you both." Her eyes turned to River. "But now I see that you are…" she swallowed. "Well, you're amazing. You've done things that no pony in history has ever dreamed about. And you took us with you. Even if things didn't go as planned… it was amazing. Thank you so much, Doctor." She held out her hoof as if to shake, but the Doctor beamed at her and threw her into an awkward pony-hug.

"Thank YOU, Twilight Sparkle."

The unicorn shyly turned towards River. "I'm so sorry that I was rude towards you. I realize now how strong you are, how smart and willing to sacrifice…" She looked up her bashfully. "Could you forgive me?"

River smiled, the euphoria produced by Equestria probably to blame. "Of course, Twilight." She also tried to hug the girl, but failed, still unused to the whole four-legged thing. Twilight smiled, though, and River was happy to have one less enemy on her list.

The other ponies rushed to thank the couple, albeit in different styles (Pinkie produced confetti from nowhere while Fluttershy muttered something about the hat). Slowly but surely, the ponies funneled out the door into Ponyville.

All but one.

"Doctor. You can't leave me here."

The Doctor still had his head bowed, and River saw his eyes screw up as if in pain. "Ditzy," he muttered. The couple looked up to see the gray pegasus half-glaring at the Doctor through watery eyes.

"Please, Doctor. My life here is nothing. I've lost job after job. My family hates me. I don't have friends."

"I'd say you just made six amazing friends, Ditzy." River said gently.

The pegasus made a frustrated tisk. "They'll forget about me in a week. Everypony does."

The Doctor remained silent, staring at the floor. River nudged him slightly with her hoof.

"Please…" Ditzy muttered, starting to cry.

Suddenly, the Doctor sprang up. "Of course we'll take you with us!" he cried as though it was the most obvious thing in the world. "How could I leave you? The best companion in the universe!" He threw her into a hug before she could even process his enthusiasm.

"Really?"

"Of course! Sure, it'll make the hole in between worlds harder to close, but it's nothing I've not done before!" He ran over to the console, fiddling with controls. "Go get your things."

Ditzy stopped short. "No. It's a trick. You're just going to leave me."

River looked between her husband and her friend. She honestly had no idea what he was up. _Penny in the air,_ she thought, an old catchphrase of hers. The look between the two others lasted for a seemingly impossibly long time. The Doctor slowly moved to the pegasus. He stopped inches from her.

"I. Will. Never. Leave you."

The pegasus stood startled for a moment, but then a slow grin formed across her face. "Really?"

"Of course!" he said, back to his jovial self. He galloped back to the controls as Ditzy ran for the door.

Once she was out, River turned to the Doctor. "How are you planning on pulling this one off?"

"I've done it—" he was cut short by Ditzy bursting back in through the door.

"Doctor! River!"

Without question, the Doctor and River galloped towards her and out the door. Ditzy wordlessly pointed to an unconscious pony on the ground beside the TARDIS.

"Did you hit her?" Ditzy asked. The Doctor put his head to the cream earth pony's chest, listening for a heartbeat.

"No, that's impossible, I turned the guidance on, the TARDIS would've avoided her." River breathed, watching the Doctor examine her.

Suddenly his frenzied movements stopped. "Oh." His eyes were riveted on her flank. He seemed to have forgotten River, Ditzy, Ponyville, or breathing.

"Oh?" River asked, trying to peer around his head. Then, she saw it. Suddenly, her mind echoed with the TARDIS's stolen voice. _"Yes, it's her."_

River Song had faced down Daleks barehanded. She had traveled in the time vortex completely naked, and landed in the middle of a battle fleet. She had seen the end of the universe, even caused it a few times. She had almost lost the Doctor several times, had killed him twice, and had seen only a little recognition in his eyes. But none of those times had she felt fear like this; nothing like this terror that gripped her as she saw the stirring earth pony's cutie mark.

A rose.


End file.
